Annual Maintenance and Reporting Requirements of a MIC, a Mortgage Investment Corporation

Annually a MIC that issues its shares through a prospectus and registration exemption under securities law and regulations (e.g. not publicly traded companies), will be responsible for providing their investors with financial statements illustrating the performance of the MIC for its recent fiscal year end in a set of separate documents. However, in addition to appeasing their investors with proper disclosure and transparency a MIC will be required to do the following annually:

A financial audit (completed by a qualified firm CA or CPA firm, does not need to be IFRS, as MICs are not automatically considered reporting issuers even though they are deemed “public companies” under the Canadian Income Tax Act);

Annual resolutions to approve the financial statements;

Annual resolutions to declare dividends, and possibly to catch up for dividends declared throughout the year on a monthly or quarterly basis;

Annual resolutions to declare any bonuses to the officers and managers;

Resolutions to effect any issuance of shares to new investors, and possibly to catch up for shares issued throughout the year to investors;

Reporting Requirement for Exempt Distributions (i.e. for issuing shares to investors under an exemption such as the “Accredited Investor”), in the jurisdiction where the distribution/issuance takes place (e.g. Ontario) a form 45-106F1 for Investment Funds (e.g. a MIC can be considered an Investment Fund if it does not exhibit any control over the private companies it invests in that are in addition to the mortgages invested in or directly funded), is required to be filed with the provincial securities commission within 30 days after the MIC’s financial year-end if the exemption used was either an Accredited Investor, Minimum Amount or Additional Investment in Investment Funds, otherwise (i.e. not considered an investment fund and has not distributed/issued shares to investors under the previously mentioned exemptions) it needs to be filed within 10 days after the distribution/issuance.

Jeff Levy is the managing partner at Levy Zavet PC, Lawyers. Mr. Levy is an experienced Ontario-based lawyer practicing primarily in the areas of real estate, mortgages, corporate law, corporate finance, mergers and acquisitions, joint ventures, tax law, commercial finance and estate planning. His primary role is serving as a trusted adviser to businesses of all sizes including corporations and family-owned or private businesses. Mr. Levy has represented companies doing business in many different areas including mortgage investment corporations (MICs), mortgage funds, mortgage brokerages and administrators, professional corporation, land development, condominiums, software development, construction, intellectual property, trademarks, patents, retailing, distribution, manufacturing, banking, consulting and other professional service fields.
Mr. Levy’s experience includes advising start-ups seeking guidance on how to structure their businesses, counseling established companies looking for new sources of capital to fuel their growth, and assisting mature family-owned companies planning for transfer of the business to the next generation. His experience and training in business law also provide him with the background to counsel his clients on private equity transactions, venture capital and financing issues; joint ventures and strategic business relationships; software development contracts, licensing agreements and other technology issues; sales and distribution matters; and employment issues and executive compensation arrangements. He also provides advice on buying a business for those starting out or expanding their existing operations and counsels others on selling their business or exit strategies.
In addition to his regular corporate and business law experience, Jeff Levy also brings more than six years of experience to his real estate law practice. He has represented clients ranging from first time home buyers to condominium developers in the areas of residential and commercial closings, land development and assembly, condominium development, condo corporations and the condo act, Tarion Home Warranty claims, Title Insurance claims, and more. Jeff Levy greatly enjoys advising and counseling on mortgages and mortgage transactions. Everything from setting up and ongoing compliance with Mortgage Investment Corporations (MICs), mortgage brokerages, mortgage administrators, mortgage syndication, private mortgages and complex deal structuring. Jeff Levy is extremely experienced in drafting complicated mortgage loan agreements and structuring multi-collateral, diverse payments and elaborate recovery provisions in every unique situation. His long history of experience in mortgage enforcement, power of sale, and foreclosures, has given him the knowledge to foretell viable exit strategies at the loan origination stage of almost every single mortgage deal.
Jeff Levy also has significant experience in protecting intellectual property rights, and has extensive knowledge of laws related to trademarks, copyrights, know-how and trade secrets, through combinations of registrations, contractual restrictions and licensing agreements..

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